STANDARD TERMS AND CONDITIONS OF SALE
These General Terms and Conditions are effective on the date listed on any applicable quote(s) (the “Effective Date”), by and between Dencar Technology Inc. (“Dencar”) and you, or the entity (ies) you represent (collectively, “Customer”), as set out in the sales quote submitted by Customer and accepted by Dencar (the “Quote”). These terms and conditions specify the terms and conditions upon which Customer purchases the equipment/hardware and/or receives the services as specified in the Quote. Each of Dencar and Customer may be referred to individually as a “Party”, and collectively as, the “Parties”.
1. Payment: Customer is required to pay fifty percent (50%) of the list price of the product(s) as set forth on the Quote at the time the order is placed (the “Initial Deposit”). The remaining balance plus the cost of shipping shall be paid two (2) weeks prior to shipment. Storage fees shall apply if the remaining balance is not paid prior to the shipment date. Cancellation of order results in forfeiture of the Initial Deposit. Prices are set forth in United States Dollars and all payments shall be made in United States Dollars.
2. Late Payment: If Customer fails to make any payment when due, then, in addition to all other remedies that may be available: (a) Dencar may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (b) Customer shall reimburse Dencar for all costs incurred by Dencar in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees.
3. Shipping: All equipment is delivered FOB point of manufacture and the shipping charges will be invoiced by Dencar to Customer separately.
4. Taxes: Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, import tariffs or duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than taxes imposed on Dencar’s income.
5. Orders: Orders will be placed by Dencar into production once the Quote is accepted by Customer and payment of the Initial Deposit clears.
6. Equipment Installation: Customer assumes responsibility for installation of the equipment/hardware.
7. Merchant Services Provider: Payroc is the financial gateway and merchant services provider.
8. Vacuum: Vacuum payment must be made immediately upon completion. Storage fee applies after 7 days.
9. Security/Network: Customer’s Security/Network purchased from Dencar must be updated every five (5) years to then current standards at customer expense. Dencar will not support any equipment connected to non-Dencar supplied and managed network equipment.
10. Signs and Gates: Signs and gates ship immediately upon receipt and imaging.
11. Required Monthly Services: All services are provided to Customer on a month-to-month basis. However, the following services are required. Fees for such services shall be paid by Customer monthly.
a) Software as a Service, network support, maintenance = $189 per site
b) Customer must sign up for a www.carwashcommunicator.com account to support text messaging communication to its customers.
12. Optional Monthly Services: All optional services are provided to Customer on a month-to-month basis.
a) Gate controller / Lane manager / Visual queue software & support = $99 per site
b) RFID system and support = $99 per site
c) Standalone gas pump code generators (code generators not located with primary site) = $29 per device
d) Private app store listing = $299 per app
13. Access; Limited Software License. Dencar grants to Customer a non-exclusive, non-transferrable, revocable, limited right to access and use Dencar’s software solely for Customer’s internal use, provided that such internal use shall include use in connection with the product identified in the Quote, which the Parties agree may be made available to Customer’s customers, by way of example as part of a web or mobile application. Dencar reserves all rights not extended hereunder. Customer may not alter, reverse engineer, decompile, or disassemble the software, or otherwise attempt to derive source code from the software. Customer may not manufacture, copy, sublicense, distribute, replicate, transfer or otherwise dispose of any copies of the software. Nothing contained in these terms and conditions shall give Customer any ownership interest, or title to, the software, and the related documentation. This license is not a license of any of Dencar’s trademarks, service marks, trade names, or logos. Dencar reserves the right to amend or otherwise modify this license upon notice to Customer at any time.
14. Limited Equipment Warranty: Dencar warrants to the original Customer that the product shall be free from defects in material and workmanship for a period of one (1) year from the date of purchase. This warranty does not apply to any consumables (such as batteries). For defects in material or workmanship within the warranty period, upon showing a proof of purchase, Dencar agrees for a period of one (1) year to either repair or replace the product with a new or factory recertified product at Dencar’s option. As the original purchaser, Customer will be responsible for shipping costs. This warranty shall not be applicable and shall be void if the defect in the product has arisen through abuse, unreasonable use, mistreatment, or neglect by Customer or any third party, or by means other than from a defect in materials or workmanship.
THE ABOVE LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR APPLICATION WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
15. DISCLAIMER AND LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DENCAR WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. DENCAR'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, WILL NOT EXCEED THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. EACH PROVISION HEREOF WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.
16. Force Majeure. Dencar will not be liable for any loss, damage or delay arising out of its failure to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, acts or omissions of the customer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delay, Dencar’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.
17. Governing Law. The agreement evidenced hereby and all disputes arising thereunder will be governed by and interpreted in accordance with the internal laws and will be subject to the exclusive jurisdiction of the courts of the State of Ohio. Should any term or provision hereof be held wholly or partly invalid or unenforceable under applicable law, the remainder of the agreement evidenced hereby will not be affected thereby.